Smith Vacant Lot Purchase Agmt (Folio #71780880003) Project: CRA Parking Lot
Folio: 71780880003
STANDARD FORM
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between JOHN H. SMITH, a single man,
whose mailing address is 23 Arrowhead Drive, Bedford, NH 03110 hereinafter referred to as
("Seller"), and Collier County Community Redevelopment Agency, whose mailing address is 3570
Bayshore Drive, Unit 102, Naples, FL 34112 hereinafter referred to as ("Purchaser").
WITNESSETH
WHEREAS, Seller is the owner of that certain parcel of real property, located in Collier County, State
of Florida, and being more particularly described in Exhibit "A" (hereinafter referred to as the
"Property"), attached hereto and made a part hereof by reference.
WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions and other
agreements hereinafter set forth, and Seller is agreeable to such sale and to such conditions and
agreements.
NOW, THEREFORE, and for and in consideration of the premises and the respective undertakings of
the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the receipt and sufficiency of
which is hereby acknowledged, it is agreed as follows:
I. AGREEMENT
1.01 In consideration of the purchase price and upon the terms and conditions hereinafter set
forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property,
described in Exhibit "A".
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be Three Hundred
Seventy-Five Thousand Dollars ($375,000.)(U.S. Currency) payable at time of closing.
III. CLOSING
3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the
transaction shall be held on or before sixty (60) days following execution of this Agreement by
the Purchaser, unless extended by mutual written agreement of the parties hereto. The Closing
shall be held at the Collier County Attorney's Office, Administration Building, 3299 Tamiami Trail
East, Suite 800, Naples, Florida. The procedure to be followed by the parties in connection with
the Closing shall be as follows:
3.011 Seller shall convey a marketable title free of any liens, encumbrances, exceptions, or
qualifications. Marketable title shall be determined according to applicable title standards
adopted by the Florida Bar and in accordance with law. At the Closing, the Seller shall
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cause to be delivered to the Purchaser the items specified herein and the following
documents and instruments duly executed and acknowledged, in recordable form:
3.0111 Warranty Deed in favor of Purchaser conveying title to the Property, free and
clear of all liens and encumbrances other than:
(a) The lien for current taxes and assessments.
(b) Such other easements, restrictions or conditions of record.
3.0112 Combined Purchaser-Seller closing statement.
3.0113 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit," as required by
Section 1445 of the Internal Revenue Code and as required by the title insurance
underwriter in order to insure the "gap" and issue the policy contemplated by the title
insurance commitment.
3.0114 A W-9 Form, "Request for Taxpayer Identification and Certification" as
required by the Internal Revenue Service,
3.012 At the Closing, the Purchaser, or its assignee, shall cause to be
delivered to the Seller the following:
3.0121 A wire transfer in an amount equal to the Purchase Price, subject to
adjustment for prorations as set forth herein and as stated on the closing statement.
No funds shall be disbursed to Seller until the Title Company verifies that the state of
the title to the Property has not changed adversely since the date of the last
endorsement to the commitment, referenced in Section 4.011 thereto, and the Title
Company is irrevocably committed to pay the Purchase Price to Seller and to issue
the Owner's title policy to Purchaser in accordance with the commitment immediately
after the recording of the deed.
3.02 Each party shall be responsible for payment of its own attorney's fees. Seller, at its sole
cost and expense, shall pay at Closing all documentary stamp taxes due relating to the
recording of the Warranty Deed, in accordance with Chapter 201.01, Florida Statutes, and the
cost of recording any instruments necessary to clear Seller's title to the Property. The cost of
the Owner's Form B Title Policy, issued pursuant to the Commitment provided for in Section
4,011 below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by
Purchaser.
3.03 Purchaser shall pay for the cost of recording the Warranty Deed, Real Property taxes shall
be prorated based on the current year's tax with due allowance made for maximum allowable
discount, homestead and any other applicable exemptions and paid by Seller. If Closing occurs
at a date which the current year's millage is not fixed, taxes will be prorated based upon such
prior year's millage.
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IV. REQUIREMENTS AND CONDITIONS
4.01 Upon execution of this Agreement by both parties or at such other time as specified within
this Article, Purchaser and/or Seller, as the case may be, shall perform the following within the
times stated, which shall be conditions precedent to the Closing;
4.011 Within twenty (20) days after the date hereof, Purchaser shall obtain as evidence of
title an ALTA Commitment for an Owner's Title Insurance Policy (ALTA Form B-1970)
covering the Property, together with hard copies of all exceptions shown thereon.
Purchaser shall have ten (10) days, following receipt of the title insurance commitment, to
notify Seller in writing of any objection to title other than liens evidencing monetary
obligations, if any, which obligations shall be paid at closing. If the title commitment
contains exceptions that make the title unmarketable, Purchaser shall deliver to the Seller
written notice of its intention to waive the applicable contingencies or to terminate this
Agreement.
4.012 If Purchaser shall fail to advise the Seller in writing of any such objections in Seller's
title in the manner herein required by this Agreement, the title shall be deemed acceptable.
Upon notification of Purchaser's objection to title, Seller shall have fifteen (15) days to
remedy any defects in order to convey good and marketable title, except for liens or
monetary obligations which will be satisfied at Closing. Seller, at its sole expense, shall use
its best efforts to make such title good and marketable. In the event Seller is unable to cure
said objections within said time period, Purchaser, by providing written notice to Seller within
seven (7) days after expiration of said fifteen (15) day period, may accept title as it then is,
waiving any objection; or Purchaser may terminate the Agreement. A failure by Purchaser
to give such written notice of termination within the time period provided herein shall be
deemed an election by Purchaser to accept the exceptions to title as shown in the title
commitment.
4.013 Purchaser shall have the option, at its own expense, to obtain a current survey of the
Property prepared by a surveyor licensed by the State of Florida, No adjustments to the
Purchase Price shall be made based upon any change to the total acreage referenced in
Exhibit "A", if any. Seller agrees to furnish any existing surveys of the Property, if any, to
Purchaser within fifteen (15) days of execution of this Agreement.
V. APPRAISAL PERIOD
5.01 This provision was deleted as an in-house appraisal was obtained per the guidelines set
forth in Section Two(4) of Ordinance 2007-28.
VI. INSPECTION PERIOD
6.01 Purchaser shall have forty-five (45) days from the date of this Agreement, ("Inspection
Period"), to determine through appropriate investigation that:
1. Soil tests and engineering studies indicate that the Property can be developed without any
abnormal demucking, soil stabilization or foundations.
2. There are no abnormal drainage or environmental requirements to the development of the
Property.
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3. The Property is in compliance with all applicable State and Federal environmental laws and
the Property is free from any pollution or contamination.
4, The Property can be utilized for its intended purpose.
6.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of any
investigation, Purchaser shall deliver to Seller prior to the expiration of the Inspection Period,
written notice of its intention to waive the applicable contingencies or to terminate this
Agreement. If Purchaser fails to notify the Seller in writing of its specific objections as provided
herein within the Inspection Period, it shall be deemed that the Purchaser is satisfied with the
results of its investigations and the contingencies of this Article VI shall be deemed waived. In
the event Purchaser elects to terminate this Agreement because of the right of inspection,
Purchaser shall deliver to Seller copies of all engineering reports and environmental and soil
testing results commissioned by Purchaser with respect to the Property.
6.03 Purchaser and its agents, employees and servants shall, at their own risk and expense,
have the right to go upon the Property for the purpose of surveying and conducting site
analyses, soil borings and all other necessary investigation. Purchaser shall, in performing such
tests, use due care and shall indemnify Seller on account of any loss or damages occasioned
thereby and against any claim made against Seller as a result of Purchaser's entry. Seller shall
be notified by Purchaser no less than twenty-four (24) hours prior to said inspection of the
Property.
VII. INSPECTION
7.01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to
inspect the Property at any time prior to the Closing.
VIII. POSSESSION
8.01 Purchaser shall be entitled to full possession of the Property at Closing.
IX. PRORATIONS
9.01 Ad valorem taxes next due and payable, after closing on the Property, shall be prorated at
Closing based upon the gross amount of 2014 taxes, and shall be paid by Seller.
X. TERMINATION AND REMEDIES
10.01 If Seller shall have failed to perform any of the covenants and/or agreements contained
herein which are to be performed by Seller, within ten (10) days of written notification of such
failure, Purchaser may, at its option, terminate this Agreement by giving written notice of
termination to Seller. Purchaser shall have the right to seek and enforce all rights and
remedies available at law or in equity to a contract vendee, including the right to seek specific
performance of this Agreement.
10.02 If the Purchaser has not terminated this Agreement pursuant to any of the provisions
authorizing such termination, and Purchaser fails to close the transaction contemplated hereby
or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as
required on the part of Purchaser to be performed, provided Seller is not in default, then as
Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by
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giving written notice thereof to Purchaser, and neither party shall have any further liability or
obligation to the other except as set for in paragraph 13.01 (Real Estate Brokers) hereof,
10.03 Should any litigation or other action be commenced between the parties concerning the
Property or this Agreement, the party prevailing in such litigation or other action shall be
entitled, in addition to such relief as may be granted, to a reasonable sum for its attorney's fees,
paralegal charges and all fees and costs for appellate proceedings in such litigation or other
action: which sum may be determined by the court or in a separate action brought for that
purpose.
10.04 The parties acknowledge that the remedies described herein and in the other provisions
of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties,
and take into account the peculiar risks and expenses of each of the parties.
Xl. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
11.01 Seller and Purchaser represent and warrant the following:
11.011 Seller and Purchaser have full right and authority to enter into and to execute this
Agreement and to undertake all actions and to perform all tasks required of each hereunder.
Seller is not presently the subject of a pending, threatened or contemplated bankruptcy
proceeding.
11.012 Seller has full right, power, and authority to own and operate the Property, and to
execute, deliver, and perform its obligations under this Agreement and the instruments
executed in connection herewith, and to consummate the transaction contemplated hereby.
All necessary authorizations and approvals have been obtained authorizing Seller and
Purchaser to execute and consummate the transaction contemplated hereby. At Closing.
certified copies of such approvals shall be delivered to Purchaser and/or Seller, if
necessary.
11.013 The warranties set forth in this Article shall be true on the date of this Agreement
and as of the date of Closing. Purchaser's acceptance of a deed to the said Property shall
not be deemed to be full performance and discharge of every agreement and obligation on
the part of the Seller to be performed pursuant to the provisions of this Agreement.
11.014 Seller represents that it has no knowledge of any actions, suits, claims, proceedings,
litigation or investigations pending or threatened against Seller, at law, equity or in arbitration
before or by any federal, state, municipal or other governmental instrumentality that relate to
this agreement or any other property that could, if continued, adversely affect Seller's ability
to sell the Property to Purchaser according to the terms of this Agreement.
11.015 No party or person other than Purchaser has any right or option to acquire the
Property or any portion thereof.
11.016 Until the date fixed for Closing, so long as this Agreement remains in force and
effect, Seller shall not encumber or convey any portion of the Property or any rights therein,
nor enter into any agreements granting any person or entity any rights with respect to the
Property or any part thereof, without first obtaining the written consent of Purchaser to such
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conveyance, encumbrance, or agreement which consent may be withheld by Purchaser for
any reason whatsoever.
11,017 To the best of Seller's knowledge, there are no incinerators, septic tanks or
cesspools on the Property; all waste, if any, is discharged into a public sanitary sewer
system; Seller has no knowledge that any pollutants are or have been discharged from the
Property, directly or indirectly into any body of water. Seller has no knowledge the Property
has not been used for the production, handling, storage, transportation, manufacture or
disposal of hazardous or toxic substances or wastes, as such terms are defined in
applicable laws and regulations, or any other activity that would have toxic results, and no
such hazardous or toxic substances are currently used in connection with the operation of
the Property, and there is no proceeding or inquiry by any authority with respect thereto.
Seller has no knowledge that there is ground water contamination on the Property or
potential of ground water contamination from neighboring properties. Seller has no
knowledge of storage tanks for gasoline or any other substances are or were located on the
Property at any time during or prior to Seller's ownership thereof. Seller represents none of
the Property has been used as a sanitary landfill.
11,018 Seller has no knowledge that the Property and Seller's operations concerning the
Property are in violation of any applicable Federal, State or local statute, law or regulation,
or of any notice from any governmental body has been served upon Seller claiming any
violation of any law, ordinance, code or regulation or requiring or calling attention to the
need for any work, repairs, construction, alterations or installation on or in connection with
the Property in order to comply with any laws, ordinances, codes or regulation with which
Seller has not complied.
11.019 There are no unrecorded restrictions, easements or rights of way (other than existing
zoning regulations) that restrict or affect the use of the Property, and there are no
maintenance, construction, advertising, management, leasing, employment, service or other
contracts affecting the Property.
11.020 Seller has no knowledge that there are any suits, actions or arbitration, bond
issuances or proposals therefor, proposals for public improvement assessments, pay-back
agreements, paving agreements, road expansion or improvement agreements, utility
moratoriums, use moratoriums, improvement moratoriums, administrative or other
proceedings or governmental investigations or requirements, formal or informal, existing or
pending or threatened which affects the Property or which adversely affects Seller's ability to
perform hereunder: nor is there any other charge or expense upon or related to the Property
which has not been disclosed to Purchaser in writing prior to the effective date of this
Agreement.
11.021 Seller acknowledges and agrees that Purchaser is entering into this Agreement
based upon Seller's representations stated above and on the understanding that Seller will
not cause the zoning or physical condition of the Property to change from its existing state
on the effective date of this Agreement up to and including the Date of Closing. Therefore,
Seller agrees not to enter into any contracts or agreements pertaining to or affecting the
Property and not to do any act or omit to perform any act which would change the zoning or
physical condition of the Property or the governmental ordinances or laws governing same.
Seller also agrees to notify Purchaser promptly of any change in the facts contained in the
foregoing representations and of any notice or proposed change in the zoning, or any other
action or notice, that may be proposed or promulgated by any third parties or any
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governmental authorities having jurisdiction of the development of the property which may
restrict or change any other condition of the Property.
11.022 At the Closing, Seller shall deliver to Purchaser a statement (hereinafter called the
"Closing Representative Statement") reasserting the foregoing representations as of the
Date of Closing, which provisions shall survive the Closing,
11,023 Seller represents, warrants and agrees to indemnify, reimburse, defend and hold
Purchaser harmless from any and all costs (including attorney's fees) asserted against,
imposed on or incurred by Purchaser, directly or indirectly, pursuant to or in connection with
the application of any federal, state, local or common law relating to pollution or protection of
the environment which shall be in accordance with, but not limited to, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601,
et seq., ("CERCLA" or "Superfund"), which was amended and upgraded by the Superfund
Amendment and Reauthorization Act of 1986 ("SARA"), including any amendments or
successor in function to these acts. This provision and the rights of Purchaser, hereunder,
shall survive Closing and are not deemed satisfied by conveyance of title.
11,024 Any loss and/or damage to the Property between the date of this Agreement and the
date of Closing shall be Seller's sole risk and expense.
XII. NOTICES
12.01 Any notice, request, demand, instruction or other communication to be given to either
party hereunder shall be in writing, sent by registered, or certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to Purchaser: Real Property Management
Administration Building
3335 Tamiami Trail East - Suite 101
Naples, Florida 34112
With a copy to: Office of the County Attorney
Administration Building
3299 Tamiami Trail East - Suite 800
Naples, Florida 34112
If to Seller: John H. Smith
23 Arrowhead Drive
Bedford, NH 03110
With a copy to:
12.02 The addressees and addresses for the purpose of this Article may be changed by either
party by giving written notice of such change to the other party in the manner provided herein.
For the purpose of changing such addresses or addressees only, unless and until such written
notice is received, the last addressee and respective address stated herein shall be deemed to
continue in effect for all purposes.
XIII. REAL ESTATE BROKERS
13.01 Any and all brokerage commissions or fees shall be the sole responsibility of the Seller.
Seller shall indemnify Purchaser and hold Purchaser harmless from and against any claim or
liability for commission or fees to any broker or any other person or party claiming to have been
engaged by Seller as a real estate broker, salesman or representative, in connection with this
Agreement. Seller agrees to pay any and all commissions or fees at closing pursuant to the
terms of a separate agreement, if any.
XIV. MISCELLANEOUS
14.01 This Agreement may be executed in any manner of counterparts which together shall
constitute the agreement of the parties.
14.02 This Agreement and the terms and provisions hereof shall be effective as of the date this
Agreement is executed by both parties and shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, personal representatives, successors,
successor trustee, and assignees whenever the context so requires or admits.
14.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such
amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to
this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by
both parties.
14.04 Captions and section headings contained in this Agreement are for convenience and
reference only; in no way do they define, describe, extend or limit the scope or intent of this
Agreement or any provisions hereof.
14.05 All terms and words used in this Agreement, regardless of the number and gender in
which used, shall be deemed to include any other gender or number as the context or the use
thereof may require.
14.06 No waiver of any provision of this Agreement shall be effective unless it is in writing
signed by the party against whom it is asserted, and any waiver of any provision of this
Agreement shall be applicable only to the specific instance to which it is related and shall not be
deemed to be a continuing or future waiver as to such provision or a waiver as to any other
provision.
14,07 If any date specified in this Agreement falls on a Saturday, Sunday or legal holiday, then
the date to which such reference is made shall be extended to the next succeeding business
day.
14.08 Seller is aware of and understands that the "offer" to purchase represented by this
Agreement is subject to acceptance and approval by the Board of County Commissioners of
Collier County, Florida.
14.09 If the Seller holds the Property in the form of a partnership, limited partnership,
corporation, trust or any form of representative capacity whatsoever for others, Seller shall
make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the
name and address of every person having a beneficial interest in the Property before Property
held in such capacity is conveyed to Collier County, (If the corporation is registered with the
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Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida
Statutes, whose stock is for sale to the general public, it is hereby exempt from the provisions
of Chapter 286, Florida Statutes.)
14.10 This Agreement is governed and construed in accordance with the laws of the State of
Florida.
XV. ENTIRE AGREEMENT
15.01 This Agreement and the exhibits attached hereto contain the entire agreement between
the parties, and no promise, representation, warranty or covenant not included in this
Agreement or any such referenced agreements has been or is being relied upon by either
party. No modification or amendment of this Agreement shall be of any force or effect unless
made in writing and executed and dated by both Purchaser and Seller. Time is of the essence
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by
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AS TO PURCHASER:
DATED: c,)04 lq I 201
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ATTEST: ' : : '`,.., Collier Country Community Redevelopment Agency
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BY:
,4•14,. till ? , talk,' .A.61 DONNA FIALA, Chairman
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Approved as as to form and legality.
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Jennifer A :11:edio, Assista ounty Attorney
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AS TO SELLER:
DATED:
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EXHIBIT -A"
Lots 1 and 2. Block B. Sabal Shores. according to the plat recorded in Plat Book 3.
Page 37, Public Records of Collier County, Florida. (Parcel ID 71780880003)